Common use of An Authenticating Agent Clause in Contracts

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Issuers and the Guarantor. The Trustee may at any time (and upon request by the Applicable Issuer shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers and the Guarantor. Upon receiving such a notice of resignation or upon such termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that shall be acceptable to the Issuers and the Guarantor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. If an appointment with respect to one or more Series is made pursuant to this Section, the Securities of such Series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the Series designated as set forth in the within-mentioned Indenture that is issued under the within-mentioned Indenture. _________________________________, as Trustee, By________________________________________ Authorized Officer 58 ARTICLE NINE Supplemental Indentures

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Issuers and the GuarantorCompany. The Trustee may at any time (and upon request by the Applicable Issuer shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers and the GuarantorCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.12, the Trustee may appoint a successor Authenticating Agent that which shall be acceptable subject to acceptance by the Issuers and the GuarantorCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this SectionSection 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an appointment Authenticating Agent is appointed with respect to one or more Series is made the Securities pursuant to this SectionSection 6.12, the Securities of such Series may have endorsed thereon, in addition to or in lieu of the Trustee's certificate certification of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. _________________________________, FIRST UNION NATIONAL BANK as Trustee, Trustee By________________________________________ : ------------------------------ As Authenticating Agent By: ------------------------------ Authorized Officer 58 ARTICLE NINE Supplemental IndenturesSignatory

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Issuers and the GuarantorCompany. The Trustee may at any time (and upon request by the Applicable Issuer shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers and the GuarantorCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.12, the Trustee may appoint a successor Authenticating Agent that which shall be acceptable subject to acceptance by the Issuers and the GuarantorCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this SectionSection 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an appointment Authenticating Agent is appointed with respect to one or more Series is made the Securities pursuant to this SectionSection 6.12, the Securities of such Series may have endorsed thereon, in addition to or in lieu of the Trustee's certificate certification of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. _________________________________, as Trustee, By[_____________________________________], as Trustee By: __________________________________ As Authenticating Agent By: __________________________________ Authorized Officer 58 ARTICLE NINE Supplemental IndenturesSignatory

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Issuers and the GuarantorCompany. The Trustee may at any time (and upon request by the Applicable Issuer shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers and the GuarantorCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that which shall be acceptable to the Issuers Company and shall give notice of such appointment in the Guarantormanner provided in Section 1.06 to all Holders of Securities. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more Series is made pursuant to this Section, the Securities of such Series either series may have endorsed thereon, in addition to lieu of the Trustee's certificate of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the Series series designated as set forth therein referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. _________________________________The Bank of New York, as TrusteeAs Trustee By.................................................., By________________________________________ Authorized Officer 58 ARTICLE NINE Supplemental IndenturesAs Authenticating Agent

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Issuers and the GuarantorCompany. The Trustee may at any time (and upon request by the Applicable Issuer shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers and the GuarantorCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.12, the Trustee may appoint a successor Authenticating Agent that which shall be acceptable subject to acceptance by the Issuers and the GuarantorCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this SectionSection 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an appointment Authenticating Agent is appointed with respect to one or more Series is made the Securities pursuant to this SectionSection 6.12, the Securities of such Series may have endorsed thereon, in addition to or in lieu of the Trustee's certificate certification of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. _________________________________, FIRST UNION NATIONAL BANK as Trustee, Trustee By________________________________________ : --------------------------------- As Authenticating Agent By: --------------------------------- Authorized Officer 58 ARTICLE NINE Supplemental IndenturesSignatory